NEW YORK and MADISON, N.J., Sept. 22, 2025 /PRNewswire/ -- Compass, Inc. (NYSE: COMP) ("Compass") and Anywhere Real Estate Inc. (NYSE: HOUS) ("Anywhere") jointly announce the signing of a definitive merger agreement to combine in an all-stock transaction. The combined company is expected to have an enterprise value of approximately $10 billion, including the assumption of debt.

This transaction pairs Compass' years of investment in technology, innovative marketing offerings, and real estate professionals with Anywhere's leading brands, broader and complementary businesses, and global reach. The combination of these companies will create a premier real estate platform, enabling agents and franchisees to best serve home sellers and home buyers.

"Today marks a monumental step towards our mission to empower real estate professionals with everything they need to grow their business and better serve their clients," said Compass CEO & Founder Robert Reffkin. "I have deep respect for Anywhere's leadership, agents, employees, culture, and brands. By bringing together two of the best companies in our industry, while preserving the unique independence of Anywhere's leading brands, we now have the resources to build a place where real estate professionals can thrive for decades to come."

"We are excited to unite our renowned brands, international footprint, and leading businesses to build a better real estate experience in concert with Compass," said Anywhere CEO & President Ryan Schneider. "We have a unique opportunity to utilize the incredible breadth of talent across our companies, especially our world-class agents and franchisees, to deliver even more value to home buyers and home sellers across every phase of the home buying and home selling experience."

"Technology continues to transform every industry and every profession. We are excited to partner with a company that shares our vision so that we can empower every real estate professional," said Compass Co-Founder Ori Allon.

Strategic Rationale:

   -- Creates a premier residential real estate platform. This transaction will 
      bring together approximately 340,000 real estate professionals globally 
      onto a shared network operating in every major U.S. city and serving 
      approximately 120 countries and territories. The combined company will 
      broaden its international referral network and significantly expand 
      Compass' innovative client solutions and technology to more home sellers, 
      home buyers, and real estate professionals. 
 
   -- Diversifies Compass' revenue streams. The transaction is expected to 
      diversify Compass by adding over $1 billion1 in revenue from Anywhere's 
      established franchise, title and escrow, and relocation operations. The 
      approximately 1.2 million transactions2 on a combined basis provide an 
      opportunity to incorporate additional services and create more seamless 
      transactions for home buyers and home sellers. 
 
   -- Meaningful opportunity to realize non-GAAP OPEX synergies and strong 
      combined free cash flow. Compass anticipates achieving $225+ million3 in 
      non-GAAP OPEX synergies, net of dissynergies and friction costs. These 
      efficiencies, together with the improved cost and debt profile of the 
      combined company, are expected to drive significant free cash flow and a 
      stronger combined balance sheet. 
 
   -- Empowers more real estate professionals with technology to better serve 
      their clients. Compass will continue to invest in technology to help 
      agents grow their business and enhance the services they offer home 
      buyers and home sellers. 

Terms and Conditions

Under the terms of the agreement, each share of Anywhere common stock will be exchanged for 1.436 shares of Compass Class A common stock, which represents a value of $13.01 per Anywhere common stock share based on Compass' 30 trading day volume weighted average price as of September 19, 2025. Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%.

Timing and Approvals

The transaction has been unanimously approved by the Boards of Directors of both Compass and Anywhere. It is expected to close in the second half of 2026, subject to approval by both Compass and Anywhere shareholders, and satisfaction of customary closing conditions, including receipt of regulatory approvals. Robert Reffkin and TPG Angelo Gordon have entered into customary voting agreements in which they have agreed to vote their shares of Compass common stock and Anywhere common stock, respectively, in support of the transaction.

Upon closing of the transaction, Compass CEO & Founder Robert Reffkin will lead the combined company.

Financing

Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc. Post-close, Compass expects to prioritize deleveraging with the goal to reach net leverage of 1.5x Adjusted EBITDA by year-end 2028.

Advisors

Morgan Stanley & Co. LLC is serving as exclusive financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Compass. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor and Wachtell, Lipton, Rosen & Katz is serving as the legal advisor to Anywhere.

Conference Call Details & Investor Materials

Compass is hosting an investor conference call on Monday, September 22, 2025, at 8 a.m. ET to discuss the transaction details. The conference call will be accessible via the Internet on the Compass Investor Relations website . You can also access the audio webcast via the following link. Accompanying materials detailing the specifics of the transaction and a recording of the conference call will be available online under the SEC Filings and Events & Presentations sections of the Compass Investor Relations website.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction between Anywhere and Compass, Anywhere and Compass will file relevant materials with the SEC, including a registration statement on Form S-4 filed by Compass (the "Registration Statement") that will include a joint proxy statement of Compass and Anywhere that also constitutes a prospectus of Compass (the "Joint Proxy Statement/Prospectus"). The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Anywhere and stockholders of Compass seeking their approval of the proposed transaction and other related matters. Each of Anywhere and Compass may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Joint Proxy Statement/Prospectus or any other document that Anywhere or Compass (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF COMPASS AND ANYWHERE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about Anywhere or Compass, without charge at the SEC's Internet website . Copies of the documents filed with the SEC by Anywhere will be available free of charge on Anywhere's internet website at https://ir.anywhere.re/financials/sec-filings/default.aspx or by contacting Anywhere's investor relations contact at investor.relations@anywhere.re. Copies of the documents filed with the SEC by Compass will be available free of charge on Compass' internet website at https://investors.compass.com/financials/sec-filings/default.aspx or by contacting Compass' investor relations contact at investorrelations@compass.com. The information included on or accessible through Anywhere's website or Compass' website is not incorporated by reference into this communication.

Participants in the Solicitation

Anywhere, Compass, their respective directors, and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Anywhere is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 24, 2025 (the "Anywhere Annual Meeting Proxy Statement") and in its Form 8-K, which was filed with the SEC on May 7, 2025. Please refer to the sections captioned "Compensation of Independent Directors," "Independent Director Stock Ownership Guidelines," "Ownership of our Common Stock" and "Executive Compensation" in the Anywhere Annual Meeting Proxy Statement. To the extent holdings of such participants in Anywhere's securities have changed since the amounts described in the Anywhere Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001398987&owner=only. Information about the directors and executive officers of Compass is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 4, 2025 (the "Compass Annual Meeting Proxy Statement") and in its Form 8-Ks, which were filed with the SEC on May 29, 2025, July 30, 2025 and September 9, 2025. Please refer to the sections captioned "Security

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